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TAMPA, Fla. — Shareholders of JPMorgan Chase voted yesterday to let Jamie Dimon keep both the
chairman and CEO roles, but they signaled that the bank needs better oversight, giving only narrow
approval to three of the bank’s board members.

It was a mixed verdict in a closely watched test of corporate governance at U.S. companies.
Dimon emerged in a stronger position after the proposal to split his roles won just 32 percent of
the shareholder vote, less than the 40 percent a similar proposal got last year.

But the tepid support for the three directors came as a rebuke of the bank after a surprise $6
billion trading loss that JPMorgan had suffered last year. Prominent shareholder-advisory firms had
urged JPMorgan shareholders to withhold their support for those directors, who served on the bank’s
risk-policy committee at the time of the loss.

JPMorgan was an unusually strong company to be targeted by shareholder activists. It has been
turning in record profits, and its stock price is at a 12-year high, rising 1.4 percent yesterday
to close at $53.02. Dimon has been widely praised for his astute stewardship of the bank through
the 2008 financial crisis, although his reputation has been tarnished since the disclosure of the
trading loss, which seems to have caught him flat-footed.

Dimon, speaking after the vote, said the bank is taking the feedback from its shareholders “very
seriously.”

The outcome was a disappointment to the shareholder groups that had lobbied to split the
chairman and CEO roles. A “yes” vote would have served as a request to the bank to strip Dimon of
his role as chairman of the board, and bring in a replacement from outside the company. Because
corporate CEOs answer to their boards, headed by the chairman, the thinking goes that having the
roles split would result in greater accountability for the CEO.

Although the chairman-CEO measure lost, shareholders expressed their discontent by giving less
than 60 percent approval in re-electing board members David Cote, chairman and CEO of Honeywell;
James Crown, who runs a privately owned investment company; and Ellen Futter, president of the
American Museum of Natural History. The other eight directors, including Dimon, were re-elected
with support of more than 90 percent of votes.

It isn’t clear whether the board will respond to the tepid shareholder support for the three
directors, but it puts pressure on them to make changes. Lee Raymond, the No. 2 board member behind
Dimon and the retired chairman and CEO of Exxon Mobil, said the board “will continue to review” its
makeup.

The shareholder proposals against the bank are another sign that corporate governance activism
is gaining traction, said Brad McMillan, chief investment officer at Commonwealth Financial.

“Jamie Dimon is one of the best, if not the best CEO, in the world,” McMillan said. “But, at the
same time there have been failures under his management that suggest maybe it does make sense …. to
say that we need some independent board supervision.”